20 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022 , of the Company and our report dated March 31, 2023, expressed an unqualified opinion on those financial statements.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 28, 2024 , expressed an unqualified opinion on those financial statements.
Basis for Opinion
16 unchanged sentences
Dallas, Texas
−Removed: March 31, 2023
+Added: February 28, 2024
Other Information
+Added: During the three months ended December 31, 2023, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).
+Added: During the three months ended December 31, 2023, the Company did not adopt, terminate or modify a Rule 10b5-1 trading arrangement.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
27 unchanged sentences
3.2 Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed November 28, 2017 with the SEC).
+Added: 3.3 Second Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed August 4, 2023 with the SEC).
3.4 Certificate of Designation of Series A Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed March 30 , 2023 with the SEC).
3.5 Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.3 to the Registrant's Annual Report on Form 10-K, filed March 8, 2018 with the SEC).
−Removed: 4.1 Description of Capital Stock (incorporated by reference to Registrant's Registration Statement filed on Form S-3, filed September 14, 2022 with the SEC).
+Added: 4.1 Description of Capital Stock (incorporated by reference to Registrant's Registration Statement filed on Form S-3, filed April 4, 2023 with the SEC).
4.2 Form of Warrant (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed March 30 , 2023 with the SEC).
13 unchanged sentences
Amended and Restated 2002 Stock Option Plan, dated December 7, 2016 (incorporated by reference to Exhibit 99.2 to the Registrant's Registration Statement on Form S-8, filed August 6, 2018 with the SEC).
−Removed: 10.12 Senior Secured Credit Facilities Amended and Restated Credit Agreement by and among the Registrant, as a guarantor, Ribbon Communications Operating Company, Inc., as the borrower, Silicon Valley Bank, as administrative agent, issuing lender, swingline lender and joint lead arranger, Citizens Bank, N.A., as lender and joint lead arranger, SunTrust Bank, as lender and documentation agent, and the other lenders party thereto, dated April 29, 2019 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed May 2, 2019 with the SEC).
10.12 Senior Secured Credit Facilities Credit Agreement, dated March 3, 2020, among the Company, as guarantor, Ribbon Communications Operating Company, Inc., as the borrower, Citizens Bank, N.A., as administrative agent, a lender, issuing lender, swingline lender, joint lead arrangers and bookrunner, Santander Bank, National Association, as a lender, joint lead arranger and bookrunner, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed March 4, 2020 with the SEC).
4 unchanged sentences
10.17 Fifth Amendment to Credit Agreement, dated June 30, 2022, among Ribbon Communications Operating Company, Inc., as the borrower, the guarantors party thereto, the financial institutions party thereto as lenders, and Citizens Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed July 5, 2022 with the SEC).
−Removed: 10.19 Sixth Amendment to Credit Agreement, dated March 24 , 2023, among Ribbon Communications Operating Company, Inc., as the borrower, the guarantors party thereto, the financial institutions party thereto as lenders, and Citizens Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.
−Removed: 1 to the Registrant's Current Report on Form 8-K, filed March 30 , 2023 with the SEC).
+Added: 10.18 Sixth Amendment to Credit Agreement, dated March 24 , 2023, among Ribbon Communications Operating Company, Inc., as the borrower, the guarantors party thereto, the financial institutions party thereto as lenders, and Citizens Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed March 30 , 2023 with the SEC).
10.19 + Form of Non-Statutory Stock Option Award Agreement under the 2019 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, filed October 31, 2019 with the SEC).
12 unchanged sentences
10.27 + Severance Agreement between the Registrant and Miguel Lopez, dated June 22, 2020 (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed June 23, 2020 with the SEC).
−Removed: 10.29 + Form of Consent to Temporary Wage Reduction entered into with Executive Officers (incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q, filed August 6, 2020 with the SEC).
10.28 + Ribbon Communications Inc.
12 unchanged sentences
10.36 Form of Securities Purchase Agreement, dated March 28 , 2023, by and among Ribbon Communications Inc.
−Removed: and each purchaser identified on the signature pages thereto (incorporated by reference to Exhibit 10.
−Removed: 2 to the Registrant's Current Report on Form 8-K, filed March 30 , 2023 with the SEC).
+Added: and each purchaser identified on the signature pages thereto (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed March 30, 2023 with the SEC).
10.37 Warrant Agreement, dated March 30, 2023, between the Company and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed March 30, 2023 with the SEC).
9 unchanged sentences
Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: 97 * Ribbon Communications Inc.
+Added: Clawback Policy.
101.INS * Inline XBRL Instance Document
15 unchanged sentences
/s/ Bruce McClelland
−Removed: March 31, 2023 Bruce McClelland
+Added: February 28, 2024 Bruce McClelland
President and Chief Executive Officer
1 unchanged sentence
Signature Title Date
−Removed: /s/ Bruce McClelland President, Chief Executive Officer and Director (Principal Executive Officer) March 31, 2023
+Added: /s/ Bruce McClelland President, Chief Executive Officer and Director (Principal Executive Officer) February 28, 2024
Bruce McClelland
/s/ Miguel A.
−Removed: Lopez Executive Vice President and Chief Financial Officer (Principal Financial Officer) March 31, 2023
−Removed: /s/ Eric Marmurek Senior Vice President, Finance, Chief Accounting Officer (Principal Accounting Officer) March 31, 2023
+Added: Lopez Executive Vice President and Chief Financial Officer (Principal Financial Officer) February 28, 2024
+Added: /s/ Eric Marmurek Senior Vice President, Finance, Chief Accounting Officer (Principal Accounting Officer) February 28, 2024
Eric Marmurek
−Removed: /s/ Shaul Shani Chairman March 31, 2023
−Removed: /s/ Mariano S.
−Removed: de Beer Director March 31, 2023
−Removed: /s/ Stewart Ewing Director March 31, 2023
+Added: /s/ Shaul Shani Chairman February 28, 2024
+Added: /s/ Stewart Ewing Director February 28, 2024
Stewart Ewing
−Removed: Grayson Director March 31, 2023
+Added: Grayson Director February 28, 2024
/s/ Beatriz V.
−Removed: Infante Director March 31, 2023
−Removed: /s/ Scott Mair Director March 31, 2023
−Removed: Smith Director March 31, 2023
−Removed: /s/ Tanya Tamone Director March 31, 2023
+Added: Infante Director February 28, 2024
+Added: /s/ Scott Mair Director February 28, 2024
+Added: Smith Director February 28, 2024
+Added: /s/ Tanya Tamone Director February 28, 2024
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.